1 DEFINITIONS
In these conditions:
"Seller" means the company supplying the goods or services.
"Buyer" means the individual, company or other party with whom the seller contracts.
"Contract" means the contract or order for the purchase and sale of goods or services.
2 BASIS OF SALE
2.1 The seller shall sell and buyer shall purchase the goods or services in accordance with any written quotation of the seller which is accepted by the buyer or any written order by the buyer which is accepted by the seller subject in either case to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the buyer.
2.2 Any statement (whether written or oral), description, drawing, photograph, illustration, diagram, or specification concerning the goods made before the contract are for the purpose of information and guidance only.
2.3 Where goods are sold by reference to a description in a catalogue, the goods are sold subject to tolerances and variations expressed or implied in the catalogue.
2.4 Any typographical, clerical or other error or omission in any document or information issued by the seller shall be subject to correction without any liability on the part of the seller.
2.5 Any advice or recommendation given by the seller for the storage, installation, application or use of the goods shall not constitute any warranty or guarantee and storage application, installation and use of the goods (or the use of the goods to store other items) shall be entirely at the buyer’s own risk. The seller shall not be liable for any such advice or recommendation and the buyer shall ensure that the goods are properly installed and fitted and thereafter used by a suitably competent and where necessary qualified person.
2.6 The seller’s employees or agents are not authorised to make any recommendations concerning the goods or services unless confirmed by the seller in writing and in entering into the contract the buyer acknowledges that it does not rely on any such representation which are not so confirmed.
2.7 The items supplied by the seller are intended for laboratory experimental use only and are not intended to be used with food or drink for human consumption or for use as drugs.
2.8 Any order for a substance which may be used for illicit purposes may be subject to controls on supply. The buyer agrees to provide full information including name and address, status, business or profession, and the purpose for which each substance is required.
3 ORDER AND SPECIFICATIONS
3.1 The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the buyer and for giving the seller any necessary information relating to the goods or services within a sufficient time to enable the seller to perform the contract in accordance with its terms..
3.2 No order shall be binding on the seller unless or until such order is accepted by the seller in writing.
3.3 The seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to the buyer's specification, which do not materially affect their quality or performance.
3.4 If any of the goods are found not to be in accordance with the specification agreed between the seller and the buyer, the buyer shall notify the seller within twenty-one days of delivery and the seller reserves the right for its representative to visit the buyer’s premises to examine the relevant goods and if any are found not to so conform the seller may at its sole option either:
(a) At its own expense replace the goods found not to be in accordance with such specification, or
(b) Reduce the contract price by an amount equivalent to that proportion of the price payable in respect of the goods found not to conform with the agreed specification.
3.5 No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in writing of the seller. The buyer shall indemnify the seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred as a result of cancellation. The seller reserves the right to impose a handling charge.
3.6 If the goods are to be manufactured or any process is to be applied to the goods by the seller in accordance with a specification submitted by the buyer, the buyer shall indemnify the seller against all losses, damages, costs and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, trademark or other industrial or intellectual property rights of any person which results from the seller’s use of the buyer’s specification.
4 PRICES
4.1 All prices quoted are exclusive of any applicable Value Added Tax. The buyer is required to pay any tax, duty or other government charge levied.
4.2 Quotations are only valid for 30 days, or until earlier acceptance by the buyer.
4.3 The seller reserves the right to vary prices at any time in its discretion, including additional costs incurred in exchange rate and currency movements, and additional costs in packing or transport. The seller reserves the right to increase prices to recover any additional costs arising from any variation or delay caused by the buyer's instructions or failure of the buyer to give the seller adequate information or instruction. The seller reserves the right to impose a minimum order quantity or handling charge for any products or service supplied.
4.4 The seller reserves the right to recover costs due to the failure of the buyer to take or accept delivery or to give adequate delivery instructions. Any special delivery requirements must have been notified by the buyer to the seller at the time of placing the order.
5 PAYMENT
5.1 The seller reserves the right to invoice the buyer prior to the delivery.
5.2 For sales within the United Kingdom the buyer shall pay the price of the goods (less any discount to which the buyer is entitled, but without any other deduction) and any additional transport and packaging costs within 30 days of the invoice date. Receipts of payment will only be issued on request.
5.3 If the buyer fails to make any payment on the due date, then the seller will be entitled to cancel the contract or suspend any further deliveries to the buyer. The seller has the right to charge the buyer interest on the amount unpaid. Interest will be charged at the rate of 5% per annum above the Barclays Bank PLC base rate ruling at the date the purchase price is due.
5.4 Payment shall not be withheld pending the settlement of any dispute.
6 DELIVERY
6.1 The seller undertakes to use its reasonable endeavours to deliver by specified delivery dates. However, any dates quoted for delivery of the goods are approximate only, and the seller shall not be liable for any delay in delivery. Time of delivery shall not be of the essence unless previously agreed by the seller in writing. The buyer shall not be entitled to cancel, delay or refuse payment should delivery be made after the established delivery date.
6.2 The seller shall be entitled to make delivery of the goods in instalments and the buyer shall be obliged to pay for each instalment in accordance with the seller's usual terms. Every delivery shall constitute a separate contract, and failure by the seller to deliver any one or more of its instalments in accordance with these conditions or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to treat the contract as a whole repudiated.
6.3 If the buyer fails to accept delivery within 3 days of notice in writing that the goods are ready for delivery, the buyer shall be liable for all storage and other charges and the seller shall be entitled, without prejudice to its other rights, to resell or otherwise dispose of the goods.
6.4 The buyer shall ensure the prompt turn around of any delivery vehicles and to indemnify and to keep indemnified the seller or any agent against any loss or liability whatsoever arising from any delay.
6.5 The buyer must notify the seller within 3 days of receipt in respect of shortages, or damage to the goods failing which proper delivery shall be conclusively presumed to have been made. In the case of total loss the buyer must notify the seller within 3 days of receipt of the invoice or other notification of despatch.
6.6 All responsibility on the seller’s part shall cease when the goods the subject of the contract are despatched from the seller premises.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the goods shall pass to the buyer as soon as delivery is taken by the buyer whether that be at the buyer's premises or at the seller's premises should the buyer collect the goods from the seller's premises.
7.2 The goods shall remain the property of the seller until the buyer has paid in full the price of the goods. Notwithstanding delivery at the passing of risk in the goods or any other provision of these conditions the property in the goods shall not pass to the buyer until the seller has received in cash all cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
7.3 Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as the seller fiduciary agent and bailee and shall keep the goods separate from those of the buyer and third parties and properly stored, protected, insured, and identified as the seller property, but the buyer shall be entitled to re-sell or use the goods in the ordinary course of its business.
7.4 Until property passes the buyer shall take all reasonable steps to keep the goods separately identifiable from other property, but shall not be prohibited from using such goods in the ordinary course of its business. The buyer may resell the goods but shall account to the seller for the proceeds of the sale or otherwise of the goods.
7.5 Until such time as the property in the goods passes to the buyer (and provided that the goods are still in existence and have not been resold) the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and if the buyer fails to do so forthwith to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.
7.6 The buyer shall not be entitled to pledge in any way charge by way of security for indebtedness any of the goods which remain the property of the seller but if the buyer does sell all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
7.7 The buyer herein duly irrevocably appoints the seller (and its agents) to be its lawful attorney for the purpose of entering on to such property as the seller shall require from time to time to do so in order to repossess the goods in accordance with these conditions.
8 WARRANTY AND LIABILITY
8.1 Except in respect of death or personal injury caused by the seller’s negligence the seller shall not be liable to the buyer by reason of any representation (unless fraudulent) or any implied warranty condition or any term or duty at common law or under the expressed terms of the contract for any indirect special or consequential loss or damage (whether loss or profit or otherwise) costs expenses or other claims for compensation howsoever caused (including that caused by negligence of the seller its employees or agents or otherwise) including fundamental breach of the contract which arise out of or in connection with the supply of goods or services or their use or resale by the buyer and entire liability of the seller under or in connection with the contract shall not exceed the price of the goods or services except as expressly provided in these conditions.
8.2 No warranty is given that the goods are suitable for any particular or special purposes or for use in connection with any equipment or other product or item unless expressly given in writing by the seller and in particular where the goods are incorporated or form part of another product or contain or hold other products or substances the seller shall not be liable for any loss or damage to such other product or substance arising out of any defect or fault in the goods.
8.3 The seller shall have no liability for any failure of the goods to conform to any specification agreed between the buyer and the seller unless the buyer notifies the seller in writing of such failure within twenty-one days of delivery.
8.4 The buyer is responsible for ensuring that goods returned to the seller are free from hazard, including biological, chemical or radioactive. The seller reserves the right to refuse to accept goods which in their view present a hazard or may infringe any legislation, or is without a signed declaration that the goods are free from any contamination or infection.
9 DUTY OF CARE
9.1 The buyer has a responsibility to ensure all goods supplied, (especially hazardous chemicals and substances) are stored and where appropriate installed and thereafter used responsibly and in accordance with all the appropriate legislation requirements and recommendations. The buyer shall take all appropriate precautions to ensure the safe and suitable installation, handing and use of the goods. The buyer is responsible for taking all steps necessary to eliminate or reduce the risk to health and/or safety arising out of the installation, possession and use of the goods.
9.2 The seller gives no warranty as to the performance and effectiveness of the goods and the buyer shall be deemed to have satisfied itself as to the efficacy of the goods.
9.3 The buyer shall indemnify the seller against any claim, proceedings, costs, loss, damage, or liability suffered by the seller as a result of any failure by the buyer, or any other person in control of the goods supplied.
10 INDEMNITY
10.1 The buyer shall not use or deal with the goods or the seller's catalogues, brochures, leaflets, or lists so as to infringe, interfere with or weaken any rights of the seller under or in respect of any patents, processes, proprietary information, trademarks, registered designs, logos, artwork or copyright for or in connection with the goods. The seller shall have no liability for the infringement of any rights of any third party arising from the use of the goods, in combination with other goods, trademarks, or processes not supplied by the seller.
11 EXPORT TERMS
11.1 In this contract “Incoterms” means the international rules for interpretation of trade terms of the International Chamber of Commerce as in force at the date of when the contract is made unless otherwise requires any term or expression which is defined in or given a particular meaning by the provision of Incoterms shall have the same meaning as in this contract but if there is any conflict between the provisions of Incoterms and this contract the later shall prevail.
11.2 Where the goods are supplied for export from the United Kingdom the provision of this clause shall (subject to any special terms agreed in writing between the buyer and the seller) apply notwithstanding any other provision of this contract.
11.3 The buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties on them.
11.4 Unless otherwise agreed in writing between the buyer and the seller the goods shall be delivered FOB to the air or sea port of shipment and the seller shall be under no obligation to give notice under Section 32 (3) of the Sales of Goods Act 1979.
11.5 The buyer shall be responsible for arranging for testing and inspection of the goods at the seller’s premises before shipment the seller shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment or in respect of any damage during shipment.
11.6 Payment of all amounts due to the seller shall be made by irrevocable letter of credit opened by the buyer in favour of the seller and confirmed by a bank acceptable to the seller or if the seller has agreed in writing on or before acceptance of the buyer’s order to waive this requirement by acceptance by the buyer and delivery to the seller of a bill of exchange drawn by the buyer payable sixty days after sight of the order of the seller at such a branch of Barclays Bank plc or Bank of England as may be specified in the Bill of Exchange.
11.7 The buyer undertakes not to offer the goods for resale in the country supplied or any other country notified by the seller to the buyer at or before the time the buyer’s order is placed or to sell the goods to any person if the buyer knows or has any reason to believe that the person intends to resell the goods in any such country.
12 GENERAL
12.1 No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any person.
12.2 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
12.3 Any dispute arising under or in connection with these conditions or the sale of goods and services shall be referred to arbitration by a single arbitrator appointed by the agreement or (in the full) nominated on the application of either party by the presence for the time being of our trade associations in accordance with the rules of the trade association.
12.4 The formation, interpretation and operation of this contract will be subject to English Law and the buyer agrees to the jurisdiction of the English Courts.
© Copyright Scientific & Chemical Supplies Ltd - January 2006
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